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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 25, 2000
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GRUBB & ELLIS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-8122 94-1424307
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2215 Sanders Road, Suite 400 Northbrook, IL 60062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 847.753.7500
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no change
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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As previously announced by Grubb & Ellis Company, a Delaware corporation (the
"Company"), effective May 25, 2000, Neil Young resigned as Chairman of the
Board, President and Chief Executive Officer of the Company. The Company and
Mr. Young entered into a separation agreement as of May 30, 2000 related to such
resignation (the "Agreement"). The Agreement is attached hereto as an exhibit
to this report, and incorporated herein by reference.
The Agreement provides for cash payments totaling approximately $2.6 million,
prior to certain contingent payments. This amount was recognized as expense
during the fiscal quarter ended June 30, 2000. The payments include
approximately $1.6 million, which is subject to increase under certain
circumstances, in return for cancellation of Mr. Young's options to purchase an
aggregate of 465,000 shares of Common Stock of the Company.
Following Mr. Young's resignation, director Reuben S. Leibowitz was elected
Chairman of the Board by the remaining directors, and Brian D. Parker, John G.
Orrico and Maureen A. Ehrenberg, executive officers of the Company, were
appointed members of the Office of the President of the Company, with
responsibility for management of the Company.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
(10) Material Contracts
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10.1 General Release and Separation Agreement entered into between
Neil Young and Grubb & Ellis Company dated as of May 30, 2000.
(99) Additional Exhibits
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99.1 Press Release of Grubb & Ellis Company dated May 30, 2000.
1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRUBB & ELLIS COMPANY
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(Registrant)
Date: August 2, 2000 By: /s/Robert J. Walner
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Robert J. Walner
Senior Vice President and
General Counsel
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Exhibit Index
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Exhibit
Number
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(10) Material Contracts
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10.1 General Release and Separation Agreement entered into between Neil
Young and Grubb & Ellis Company dated as of May 30, 2000.
(99) Additional Exhibits
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99.1 Press Release of Grubb & Ellis Company dated May 30, 2000.
